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3 PRIMEGOV SERVICE AGREEMENT (" Agreement")
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THIS AGREEMENT is made on the 1st day of June 2021 BETWEEN
1. PRIME GOVERNMENT SOLUTIONS Inc, having its principal office at 3429 Derry Street, Harrisburg, PA 17111 (the " Supplier"); and
2. City of Santa Ana, whose registered office is at 20 Civic Center Plaza, P.O. Box 1988, Santa Ana, CA 92701 ( the " Customer")
and at times referred to in this Agreement as a " party" or " parties')
BACKGROUND
A. The Supplier has developed and owns the Service ( as defined in clause 1) and has granted to the Customer a non- exclusive license to use such Service solely for Customer' s internal operations and in accordance with the terms and conditions of this Agreement. The terms of this Agreement shall also apply to any updates and upgrades subsequently provided by Supplier to Customer for the Service. Supplier may update the functionality of or make modifications to the Service and user interface of the Service from time to time in its sole discretion and shall not be liable to Customer or to any third party for any modification of the Service. Supplier will use commercially reasonable efforts to notify Customer of any material modifications.
B. The Customer wishes the Supplier to provide certain support services in respect of the Service in accordance with the provisions set out in Schedule 1 of this Agreement (" Support Services').
OPERATIVE PROVISIONS
1 DEFINITIONS
In this Agreement the following expressions will have the following meanings unless inconsistent with the context:
Affiliate" means any company or non -corporate entity that controls, is controlled by, or is under common control
with a party. An entity shall be regarded as in control of another company or entity if it owns or directly or
indirectly controls more than 50 per cent. of the voting rights of the other company or entity
Application Password" means any encryption keys, certificates, passwords, access codes, user IDs or other login information
provided to or used by Customer for the purpose of
accessing and using the Service.
Business Day" a day that is not a Saturday, Sunday, or public holiday.
Client Environment" means the Customer hardware and software system containing the minimum specification, which the
Customer, as advised by Supplier, is required to have to enable the Customer to connect with the PRIMEGOV
Cloud Environment as defined in Schedule 2, part C.
Customer Data" means data, information or material provided or submitted by Customer or any User to the Supplier in
the course of utilizing the Service.
Effective Date" means the date of this Agreement signed by the Supplier and the Customer.
Intellectual Property means all intellectual and industrial property rights of Rights" any kind whatsoever, registered or unregistered, including patents, know- how, software, code,
intellectual property specifications, design plans,
prototypes, drawings, software, software
documentation, material, documents, ideas,
operations, processes, product information, know-
how, and the like including mode and procedures of
development of source code, registered trademarks,
registered designs, utility models, applications for and rights to apply for any of the foregoing, unregistered
design rights, unregistered trademarks, rights to
prevent passing off for unfair competition and copyright, database rights, topography rights, and any other rights in any invention, discovery or process, in each case in all countries in the world and together with all renewals and extensions.
Pricing Schedule" means Schedule 2 to this Agreement which sets out the prices and payment terms for the Service.
Professional Services" means the general consulting, implementation and/or training services to be provided to Customer.
Purchase Order" means a purchase order issued by the Customer to the Supplier for the Service.
Service" means Supplier' s online software applications purchased by Customer and maintained through
Support Services by Supplier including associated
offline components and ancillary online or offline
services to which Customer is granted access under
this Agreement.
Service the service level commitments in respect of the Service Level to the Customer as more particularly set out in
Commitme Schedule 1.
nts"
Term" means the term of this Agreement as specified in
clause 3.
User" means one ( or if more than one " Users") of Customer' s employees, representatives, consultants, contractors
or agents and other persons expressly permitted by
Customer in connection with Customer' s business
affairs who are authorized to use the Service and have
been supplied User identifications and passwords by
Customer.
2 INTERPRETATION
2. 1 Gender: In this Agreement the masculine includes the feminine and the neuter, and the singular includes the plural and vice versa as the context admits or requires.
2.2 Person: The expression " person" means any individual, firm, body corporate, unincorporated association, or partnership, government, state or agency of a state or joint venture.
2. 3 Headings: The index and headings to the clauses, the Appendices and Schedules of this Agreement are for convenience only and will not affect its construction or interpretation.
2.4 Statutes: Any reference to a statute or statutory provision and all regulations and notices made pursuant to it ( whether made before or after the date of this Agreement), includes a reference to the same as from time to time amended, modified, extended, re- enacted, consolidated, or replaced provided that amendments, consolidations, modifications, extensions, re- enactments or replacements made after the date of this Agreement will not have substantively changed any provision which is relevant to this Agreement.
2. 6 Provisions of the Agreement
2.5.1 Any reference in this Agreement to a clause, Schedule or Appendix is a reference to a clause, Schedule or Appendix of this Agreement and references in any Schedule or Appendix to paragraphs relate to the paragraphs in that Schedule or Appendix.
2.6.2 The Schedules and Appendices form part of this Agreement and will have the same force and effect as if expressly set out in the body of this Agreement and any reference to this Agreement will include the Schedules and Appendices.
2.6 Writing: Any references to " writing" or "written" includes references to any communication effected by post, facsimile, email or any comparable means. 3 TERM
3. 1 This Agreement shall unless terminated in accordance with clause 19, commences on the Effective Date and shall continue for an initial period of five ( 5) years therefrom ( the " Initial Term") with the option for the City to grant an annual renewal, as set forth in Schedule 2 to this agreement, exercisable by a writing by the City Manager and the City Attorney unless terminated earlier in accordance with clause 19, below. 4 CUSTOMER USE OF THE SERVICE
4.1 Supplier grants Customer a license to access and use the Service during the Term via the internet under and subject to the terms of this Agreement. Supplier reserves the right to make changes and updates to the functionality and/ or documentation of the Service from time to time.
5 FEES AND PAYMENT
5.1 Customer agrees to pay fees as set forth in the Pricing Schedule. (" the Service Fees").
5. 2 The Service Fees are to be paid annually in advance commencing on the Effective Date of this agreement and are non- refundable.
5. 3 The Service Fees shall be billable and payable annually in advance for a twelve ( 12) month period at a time (" a Service Year") on the anniversary of the Effective Service Date (" the Renewal Date") for the first year and for each year thereafter the Service Fees shall be payable annually in advance on each subsequent anniversary of the Renewal Date. One month prior to the expiry of a Service Year (" Service Year Expiry Date") the Service Fees for the Service Year will be invoiced by the Supplier to the Customer in respect of the Service to be provided in the following Service Year. The Customer shall pay the Service Fees on or before the relevant Service Year Expiry Date.
5.4 Where any additional Service( s) is acquired by the Customer during the period between one Renewal Date and the next Renewal Date (" the Installation Year") the Service Fees payable shall be calculated pro-rata, from the date of the Purchase Order for the Service( s) in the InstallationYear up to the next RenewalDate applicableto Customer's other Licenses. For all subsequentyears thereafter, the Service Fees shall be payable annually in advance on each anniversary of the Renewal Date in accordance with this Agreement.
5.6 Where the Supplier performs Professional Services under this Agreement ( such as configuration of the Support Service if requested by Customer or migration of Customer Data to the Service), such services shall be invoiced by the Supplier on a time and material basis in accordance with the Supplier' s rates in effect at the time of provision of such services Professional Services Fees") unless otherwise agreed in writing between the Parties and will be payablewithoutwithholding, deductionor off set of any amountsfor any purpose.
5.6 The Service Fees and Professional Service Fees do not include local or foreign taxes, duties, fees andleviesimposedfrom time to time byany governmentor other authority ("Taxes") and such Taxes, where applicable, will be payable by the Customer on the Service Fees and Professional Services Fees, at the rate applicable at the time of supply of the Service and/ or Professional Services.
5.7 The Customer shall pay each invoice within 45 days of receipt of this invoice.
6.8 Customer agrees to provide Supplier billing and contact information as Supplier may reasonablyrequire. Customeragrees to updatethis informationpromptlyby meansof email to the Supplier and in any case within 15 days, if there is any change.
NON- PAYMENT
6.1 Customer' s account will be considered delinquent ( in arrears) if the Supplier has not received payment in full within 45 days after the due date, and without prejudiceto any other rights and remedies of the Supplier;
6.1.1 Interestshall accrue on any payments (or any part thereof) outstandingat a rate of one and a half per cent ( 1.5%) per month or the highest rate allowed by applicable law, whichever is lower, plus all expenses of collection, including reasonable legal fees and court costs;
6.1.2 Subject to clause 6.4 below, the Supplier may, upon giving ten ( 10) days written notice but without liability to the Customer, disable/suspend the Customer's password, account and access to all or part of the Service and the Supplier shall be under no obligationto provideany or all of the Servicewhile the invoice(s) or any part thereof, remains unpaid;
6.2 Supplier may in its discretion, decide not to exerciseits rights under clause 6.1.1 (interest) and 6.1.2 ( suspension), if Customer is disputing the applicable Service Fees and/or Professional Services Fees reasonably and in good faith and is cooperating diligently to resolve the dispute.
6. 3 Supplier reserves the right to impose a reconnection fee if the Service is suspended ( as a result of Customer' s breach) but subsequently reinstated.
6.4 Without recourse to clause 6.1.2, Supplier reserves the right to terminate this Agreement if Customer' s account falls into arrears 45 days after the due date. 7 RESTRICTIONS ON USE OF THE SERVICE
7.1 The Customer may not: -
7. 1. 1 Make the Service or use the Service for the benefit of anyone else other than the Customer and the Customer' s Users. Customer shall access and use the Service only to the extent of authorizations acquired by the Customer in accordance with this Agreement (for example the quantity specified in the relevant PurchaseOrder) and Customer agrees that the Customer is solely responsible for use of the Service by any Users who access and/or use the Service. Customer agrees to immediately notify the Supplier if Customer becomes aware of any loss or theft or unauthorized use of Customer' s account credentials.
7.1.2 Sublicense, resell or supply the Service for use in or for the benefit of any other organization, entity, business, or enterprise without Supplier' s prior written consent.
7.1.3 Submit to the Service any material that is illegal, misleading, defamatory, indecent or obscene, in poor taste, threatening, infringing of any third -party proprietary rights, invasive of personal privacy, or otherwise objectionable ( collectively " Objectionable Matter"). Customer will be responsible to ensure that its Users do not submit any Objectionable Matter. In addition, the Supplier may, at its option, adopt rules for permitted and appropriate use and may update them from time to time on the Supplier web site and Customer and Customer' s Users will be bound by any such rules.
Supplier reserves the right to remove any Customer Data that constitutes Objectionable Matter or violates any Supplier rules regarding appropriate use but is not obligated to do so. Supplier will provide written notice to Customer of intent to remove Customer Data and the Customer shall have five ( 5) working days after receipt of notification to provide Supplier written notice of Customer' s objection.
Customer and Customer' s Users will comply with all applicable laws regarding Customer Data and use of the Service.
7. 1.4 Interfere with or disrupt the integrity or attempt to gain unauthorized access to the Service or the Supplier' s intellectual property therein;
7. 1.5 Copy the Service or any part, feature, function or user interface thereof;
7.1.6 Frame or mirror any part of any Service on any other server or wireless or internet- based device outside of the agreed usage in this contract;
7. 1.7 Access any part of the Service in order to build a competitive product or service or to build a product using similar ideas, features, functions or graphics of the Service;
7. 2 Supplier reserves the right to disable, suspend or terminate this Agreement for cause in case the Customer breaches the provisions of this clause 7.
CUSTOMER DATA
8. 1 The Customer shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
8. 2 Supplier will use best efforts to provide protection using current technological standards to protect Customer Data against unauthorized disclosure or use.
8. 3 In the event of any loss or damage to Customer Data, the Customer' s sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavors to restore the lost or damaged Customer Data from the latest back- up of such Customer Data maintained by the Supplier. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party if that loss, destruction, alteration of disclosure was a result of Customer' s actions or failure to act (except those third parties sub- contracted by the Supplier to perform services related to Customer Data maintenance and back- up).
8.4 Subject to the terms and conditions of this Agreement, Customer grants to Supplier a non- exclusive license to use, copy, store, transmit and display Customer Data to the extent reasonably necessary to provide and maintain the Service. 9 CUSTOMER' S OBLIGATIONS
9. 1 The Customer shall:
9. 1. 1 Provide the Supplier with:
i) All necessary co-operation in relation to this Agreement; and ii) All necessary access to such information as may be required by the Supplier in order to render the Service, including but not limited to Customer Data, security access information and configuration services;
9.1.2 Comply with all applicable laws and regulations with respect to its activities under this Agreement;
9.1.3 Carry out all other Customerresponsibilitiesset out inthis Agreement in a timely and efficient manner. In the event of any delays in the Customer' s provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
9. 1.4 Ensure that the Users use the Service in accordance with the terms and conditions of this Agreement and shall be responsible for any User's breach of this Agreement;
9.1.6 Obtain and shall maintain all necessary licenses, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this Agreement, including without limitation the Service;
9.1.6 Ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time;
9.1.7 Shall be solely responsible for protecting and safeguarding all Application Passwords, as Customer will be the only party with knowledge of its passwords. If Customer makes such Application Passwords available to any third party, Customer shall be liable for all actions taken by such third party in connection with the Service. Customer shall not disclose or make available the Application Password other than to Customer' s authorized employees or contractors, shall use all commercially reasonable efforts to prevent unauthorized access to, or use of, the Application Password and the Service and will notify the Supplier promptly of any such unauthorized access or use and make any disclosures related to such unauthorized access or use which may be required under any applicable laws; and
9.1.8 Be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer' s network connections or telecommunications links or caused by the internet.
10 PROFESSIONAL SERVICES
10.1Customer may retain Supplier to perform Professional Services as the parties may agree upon in writing (" Work Order"). Supplier will use reasonable efforts to carry out the Professional Services stated in the Work Order and to provide any resulting functionality in the Service made available online to Customer and Customer' s Users. Except as the parties otherwise agree in a Work Order, Professional Services and the results thereof are made available " AS IS."
10.2Unless otherwise agreed in writing either under this Agreement or in the Work Order, Professional Services are provided by Supplier on a time and materials basis. Maintenance and support of code or functionality created by means of Professional Services will likewise be on a Work Order basis under this clause 10 unless otherwise agreed in writing. The code and functionalitymade or providedunder this clause 10 and all proprietaryand intellectual property intereststherein, will be Supplier's property. Access to the results of Professional Services will be available, subject to any further terms as may be agreed between the parties, as part of the Serviceduringthe Term unlessotherwise agreed inwriting. 11 INTELLECTUAL PROPERTY RIGHTS
11.1Customer will not acquire any title copyright or other proprietary rights or Intellectual Property Rights in the Service or to the source code of the Service including in any materials or supportingdocumentationprovidedunderthe Serviceas providedin this Agreement.
11.2The Supplier shall at all times be the sole owner of all title and Intellectual Property Rights emanating from any intellectual property, additional coding, data or patents, any discovery, invention, secret process, development, research or improvement in procedure that may be generated in connection with this Agreement including, but not limited to, any derivative works and Customer -specific enhancements and modifications. All intellectual property and other proprietary rights made, conceived or developed by the Supplier alone or in connection with the Customer in the course of the supply of the Service shall at all times be and remain the sole and exclusive property of the Supplier along with any improvement of any process, know- how, technology and any other materials in respect of the Service to be provided under this Agreement.
11.3The Customer agrees not to remove, modify or use in any way any of Supplier' s proprietary marking, including any trade mark, product or service names or copyright notice, without the prior written consent of the Supplier.
12 PRIVACY
Supplier agrees to implement its privacy policies in effect from time to time. 13SERVICE LEVEL WARRANTY
Supplier warrants during the Term of this Agreement that the Service will meet the Service Level Commitment stated in Schedule 1.
14ADDITIONAL WARRANTIES
Each party represents and warrants that it has the legal power and authority to enter into this Agreement.
15INDEMNIFICATION
15.1 Supplier will defend, indemnify, and hold Customer ( and its officers, directors, employees and agents) harmless from and against all costs, liabilities, losses, and expenses ( including reasonable legal fees) ( collectively, " Losses") arising from any third -party claim, suit, action, or proceeding arising from the actual or alleged infringement of any copyright, patent, trademark, or misappropriation of a trade secret by the Service or Supplier Content ( other than that due to Customer Data). In case of such a claim, Supplier may, in its discretion, procure a license that will protect Customer against such claim without cost to Customer or replace the Service with a non -infringing Service. THIS CLAUSE 15.1 STATES
CUSTOMER' S SOLE AND EXCLUSIVE REMEDIES FOR INFRINGEMENT OR CLAIMS ALLEGING INFRINGEMENT. This indemnity by Supplier shall not apply to the extent that the claim of infringement of Intellectual Property Rights arose as a result of i) any negligent act or omission or willful misconduct of the Customer pursuant to this Agreement; ( ii) any misuse or modification of the Service by the Customer, including, but not limited to the Customer' s use of the Service in a manner inconsistent with information, directions, specifications, or instructions provided and approved by Supplier; ( III) the Customer' s use of the Service in combination or conjunction with any product, service, device, or method not owned, developed, furnished, recommended, or approved by Supplier; ( iv) the combination, operationor use of the Servicewith non -Supplier programs, data, methodsor technologyif such infringement would have been avoided without the combination, operation or use of the Service with other programs, data, methods or technology, or (v) Customer' s breach of any of the provisions of section 7 of this Agreement.
15.2Customer will defend, indemnify, and hold Supplier ( and its officers, directors, employees and agents) harmless from any expense or cost arising from any third -party subpoena or compulsory legal order or process that seeks Customer Data and/ or other Customer - related information or data, including, without limitation, prompt payment to Supplier of all costs including legal' fees) incurred by Supplier as a result.
16.31ncase of any claimthat is subjectto indemnificationunder this Agreement, the partythat is indemnified (" Indemnitee") will provide the indemnifying party (" Indemnitor") reasonably prompt notice of the relevantclaim. Indemnitorwill defend and/or settle, at its own expense, any demand, action, or suit on any claim subject to indemnification under this Agreement.
Each party will cooperate in good faith with the other to facilitate the defense of any such claim and will tender the defense and settlement of any action or proceeding covered by this clause 15 to the Indemnitor upon request. Claims may be settled without the consent of the Indemnitee, unless the settlement includes an admission of wrongdoing, fault or liability. 16DISCLAIMERS AND LIMITATIONS
16.1Except with regard to Customer' s payment obligations under clause 5 and with regard to either party's indemnification obligations under clause 15, at the time of the event or circumstancegivingriseto suchclaim, andexceptin regardto Customer's breachofclause 7, in no event will either party be liable for any punitive or exemplary damages.
16.2The Supplier is not responsible for any defects or damages resulting from Customer' s or Customer' s agents or employees mishandling, abuse, misuse, accident or Force Majeure.
The Customer agrees to inform the Supplier of any Customer system change that may reasonablybe expectedto affectthe Supplier's abilityto providethe Serviceandshallnotify the Supplier of any change to its IT configurationaffecting the Services. The Suppliershall not be held responsible for the availability of telephone lines, the Internet, electricity or servers outside its reasonable control. The Supplier provides no warranty or guarantee in relation to speed of delivery of the Service, includingthe speed of any restores. The speed of delivery of the Service is dependent on factors outside the control of the Supplier including inter alia the speed, functionalityand conditionof the Customer's IT infrastructure, the amountof data being restoredand/or the bandwidthof the Customer's internetconnection. Any errorscaused arising from the inadequacyor defectivenessof the Customer's IT infrastructureand/or the connectivityand bandwidth of the Customer's internetconnectionmay affect the delivery of the Service includingthe performanceof any restores. The Supplierwill notify Customer of anytechnicalfailuresin respectofdeliveryoftheServiceofwhichit is awareandsubjectto the terms of the Service Level Commitments, will endeavor to work with Customer to assist with rectificationof any such failures. Customeracknowledgesthat changesmay be required to the Customer' s IT infrastructure and/or to its internet connectivity including its bandwidth capacity or otherwise to improve the speed, performance and/or delivery of the Service.
Customer shall be responsible for the cost of any such changes. Any administrative and technical notifications in respect of the delivery of the Service will be sent by email to the Customer.
16.3 Except as set forth in the Service Level Commitments, the Supplier makes no warranty that the Service will be uninterrupted, timely, secure or error free. The Supplier expressly disclaims all liability howsoever arising from any change made to the Customer's IT configuration of the Client Environment of which Customer has not notified the Supplier in writing. No statement, whether oral or written, obtainedby Customerfrom the Suppliershall create any warranty not expressly made herein.
16AThe Customer recognizes that the Internet consists of multiple participating networks that are separately owned and not subjectto the Supplier's control. The Customer agrees that the Supplier shall not be liable for damages incurred or sums paid when the Service is temporarily or permanentlyunavailabledue to malfunctionof, or cessationof, internetservicesby networksor Internetserviceprovidersnotsubjectto the Supplier's control, orfor transmission errors in, corruption of, or the security of the Customer Data or data transmitted through the Service carried on such networks or Internet service providers. The Supplier shall have no liabilityhereunderfor damagesincurredor sumspaiddueto anyfaultof Customeror any third party, or by any harmfulcomponents (such as computerviruses, worms and computer sabotage). The Supplier is not liable for any breach of security on the Customer' s network unless such breach was caused by the actions of Supplier, its employees or agents, regardless of whether any remedy provided in this Agreement fails in its essential purpose.
16. 5THE WARRANTIES EXPRESSLY STATED IN THIS AGREEMENT ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY SUPPLIER. THERE ARE NO OTHER
WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION, THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE SERVICES ARE PROVIDED TO CUSTOMER ON AN " AS IS" AND " AS AVAILABLE" BASIS. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR DETERMINING
WHETHER THE SERVICE OR THE INFORMATION GENERATED THEREBY IS ACCURATE OR SUFFICIENT FOR CUSTOMER' S PURPOSES.
17CONFIDENTIALITY
17. 1 "Confidential Information" means non- public information, technical data or know- how of a party and/ or its Affiliates, which is furnished to the other party in written or tangible form in connection with this Agreement. Oral disclosure will also be deemed Confidential Information if it would reasonably be considered to be of a confidential nature or if it is confirmed at the time of disclosure to be confidential.
17.2Notwithstanding the foregoing, Confidential Information does not include information which is: ( i) already in the possession of the receiving party and not subject to a confidentiality obligation to the providing party; ( ii) independently developed by the receiving party; ( iii) publicly disclosed through no fault of the receiving party; ( iv) rightfully received by the receiving party from a third party that is not under any obligation to keep such information confidential; ( v) approved for release by written agreement with the disclosing party; or (vi) disclosed pursuant to the requirements of law, regulation, or court order, provided that the receiving party will promptly inform the providing party of any such requirement and cooperate with any attempt to procure a protective order or similar treatment.
17.3 Neither party will use the other party' s Confidential Information except as reasonably required for the performance of this Agreement. Each party will hold in confidence the other party's Confidential Information by means that are no less restrictive than those used for its own confidential materials. Each party agrees not to disclose the other party' s Confidential Information to anyone other than its employees or subcontractors who are bound by confidentiality obligations and who need to know the same to perform such party' s obligations hereunder. The confidentiality obligations set forth in this clause 17 will survive for five ( 5) years after the termination or expiration of this Agreement.
17.41.1pontermination or expiration of this Agreement, except as otherwise agreed in writing or otherwise stated in this Agreement, each party will, upon the request of the disclosing party, either: ( i) return all of such Confidential Information of the disclosing party and all copies thereof in the receiving party' s possession or control to the disclosing party; or (it) destroy all Confidential Information and all copies thereof in the receiving party's possession or control.
The receiving party will then, at the request of the disclosing party, certify in writing that no copies have been retained by the receiving party, its employees or agents.
17.51n case a party receives legal process that demands or requires disclosure of the disclosing party's Confidential Information, such party will give prompt notice to the disclosing party, if legally permissible, to enable the disclosing party to challenge such demand. 18DATA PROTECTION
18. 1 The parties agree that the Customer is the Data Controller and the Supplier is the Data Processor in respect of any Personal Data.
18. 2The Supplier will:
18. 2. 1 ' fake appropriate technical and organizational measures against unauthorized or unlawful processing of, and accidental loss or destruction of, or damage to, Personal Data, having regard to the state of technological development and the cost of implementingany measures, to ensure a levelof security appropriateto the harm that might result from such unauthorized or unlawful processing, accidental loss, destruction or damage and the nature of the Personal Data;
18.2.2 Only process PersonalData in accordancewith instructionsfrom the Customer and the Customer shall not provide the Supplier access to sensitive personal information that imposes specific security data security obligations for the processing of such data.; and
18.2.3 Take reasonable steps to ensure the reliability of its employees who have access to the Personal Data.
19 TERMINATION
19. 1
19. 1. 1 If a party:
a) Commits a material breach of this Agreement which cannot be remedied; or b) Commits a material breach of this Agreement which can be remedied but fails to remedythat material breachwithinsixty (60) days of a written noticesetting out the breach and requiring it to be remedied being given by the other party or such longer period where agreed between the parties.
Then the other party may terminate this Agreement immediately by giving not less than sixty (60) days' written noticeto that effect to the partyin breach.
19.1.2 A breach can be remedied if the party in breach can comply with the relevant obligation in all respects other than as to time of performance unless time of performance of such obligation is of the essence.
19.1.3 This clause 19.1 will not apply to any failure by the Customer to make any payment due to the Supplier under this Agreement on or before the due date. Clause 19. 2 will apply instead to any such failure.
19.2The Supplier may terminate this Agreement by giving not less than thirty ( 30) days' written notice to that effect to the Customer if the Customer fails to make any payment due to the Supplier under this Agreement within 60 days after the relevant due date for payment.
19.3Either party may terminate this Agreement immediately by giving written notice to that effect to the other party if the other party becomes Insolvent. 19AEach party will notify the other party immediately upon becoming Insolvent.
19. 6If an application for an administration order, a notice of intention to appoint an administrator or a winding up petition is the only grounds for giving notice to terminate, that notice will be deemed to be ineffective if:
19. 5. 1 in the event of an application for an administration order being made, that application is withdrawn or dismissed within 10 Business Days of being made;
19.5.2 in the event of a notice of intention to appoint an administrator being filed, no administrator is appointed within 10 Business Days of the notice being filed; or
19.5.3 in the event of a winding up petition being presented, that petition is withdrawn or dismissed prior to advertisement and within 10 Business Days of presentation.
19.6 EitherParty may terminatethis Agreementwithout cause after giving sixty (60) days' notice of termination to the other Party.
19. 7The Supplier' s rights of termination set out in this Agreement are in addition to and not in substitution for any rights of termination which may exist at common law.
19.8Termination of this agreement for any reason, shall not affect the accrued rights, remedies, obligations or liabilities of the parties existing at termination. 2000NSEQUENCES OF TERMINATION
20. 1The termination of this Agreement howsoever arising is without prejudice to the rights, duties and liabilities of either party accrued prior to termination.
20. 2 If the Supplier terminates or suspends the Service under this Agreement, Customer must pay within 30 days all ServiceFees and ProfessionalServicesFeesthat have accrued prior to such termination or suspension, as well as any fees that remain unpaid for the Service up to date of termination or suspension plus related taxes and expenses. If the Agreement is terminated by Customer for any reason other than a termination expressly permitted by the Agreement, Customer agrees that the Supplier shall be entitled to the Service Fees payable for the Service under the Agreement for the entire remainder of that year' s term or if terminated during an Extended Term, the Service Fees payable for the entire remainder of that year' s term, unless a provision to the contrary is stipulated in the Agreement.
20.3The clauses in this Agreement which expressly or impliedly have effect after termination will continue to be enforceable notwithstanding termination. 20AThe Customer shall not be entitled on or after the termination ofthis Agreement for any reason whatsoevertoarebateofanyServiceFeespaidinadvanceoftheirduedate.
20.5On termination of this Agreement howsoever arising the Customer will at the direction of the Supplier return to the Supplier any documents in its possession or control which contain or record any Confidential Information.
21 FORCE MAJEURE
21. 1 Neither party to this Agreement will be deemed to be in breach of this Agreement or otherwise liableto the other party in any manner whatsoeverfor any failure or delay in performingits obligations under this Agreement due to Force Majeure, provided that it has complied and continues to comply with its obligations set out in clause 21. 2. Force Majeure of this agreement is defined as catastrophic events of environmental and unforeseen nature. Examples defined as force Majeure ( but not limited to) include, hurricanes, tornados, earthquakes, and others of like unforeseen environmental impacts.
21.21fa party's performance of its obligations under this Agreement is affected by Force Majeure:
21.2.1 it will give written notice to the other party, specifying the nature and extent of the Force Majeure, within seven days of becoming aware of the Force Majeure and will at all times use all reasonable endeavors to bring the Force Majeure event to an end and, whilst the Force Majeure is continuing, to mitigate its severity, without being obliged to incur any expenditure;
21.2.2 subject to the provisions of clause 21.3, the date for performance of such obligation will be deemed suspended only for a period equal to the delay caused by such event;
21.2.3 it will not be entitled to payment from the other party in respect of extra costs and expenses incurred by virtue of the Force Majeure.
21.3 If the Force Majeure in question continues for more than three months a party may give written notice to the other to terminate this Agreement. The notice to terminate must specify the terminationdate, which must not be lessthan 15days and oncesuch noticehas beenvalidly given, this Agreement will terminate on that termination date.
21.41f the Agreement is terminated in accordance with clause 21.3, then neither party will have any liability to the other except that rights and liabilities which accrued prior to such termination will continue to exist.
22EMPLOYEES NON -SOLICITATION
22.1Notwithstandinganydegreeof supervisionexercisedby eitherpartyoveremployeesofthe other, in no circumstances will the relationship of employer and employee be deemed to arise between either party and an employee of the other.
22.21Jnless this Agreement is earlier terminated by reason of the Supplier' s Insolvency InsolvencyEvent") whennosuchrestrictionsshallapply, duringthetermofthisAgreement andfora periodof six monthsafterits termination, Customerwillnotandwillensurethatits Affiliateswill not, directlyor indirectly, withoutthe prior written consentof the other, solicit, or permitanyof itsgroupcompaniestosolicitor entice, theemploymentof anypersonwhois employed by the other party or any of its group companies and whose role either wholly or partlyrelatesto the provisionof the Serviceor the performanceof thisAgreement. Forthe purposesofthisclause22 "solicit" or "entice" meansthe solicitingorenticingofsuchperson with a view to engaging such person as an employee, director, sub -contractor, consultant or independent contractor or through a company owned by such person or his or her family, but will not apply in the case of any such personrespondingwithoutenticementto a job advertisement which is capable of being responded to by members of the public (or sections thereof) generally.
22.3In such circumstances where the Supplier suffers an Insolvency Event, nothing In this clause 22 will prohibitthe Customerfrom soliciting or enticing or attemptingto solicit or entice the employmentof any of the key personnelfor the duration of that InsolvencyEvent. 23 ASSIGNMENT
23.1Eitherpartymay assign, novateor deal in any other mannerwith any of its rightsand obligations under this Agreement with the prior written consent of the other.
23.2Subject to the foregoing, this Agreementwill be binding upon, and inureto the benefitof the partiesandtheir respectivesuccessorsand permittedassigns. 24 NOTICES
24.1Noticeswill be in writing, in the English language, marked for the attention of the specified representativeof the partyto be giventhe notice or communicationand:
24.1.1 Sent by pre -paid first-class post to that party' s address;
24.1.2 Sent by e-mailto that party's e-mail address (with a copy sent by pre -paid to that party's address within 24 hours after sending the e- mail).
The address, e-mail address and representative for each party are set out below and may be changedby that party giving at least 5 Business Days' notice in accordancewith this clause 24:
City of Santa Ana
20 Civic Center, M-( 30)
Santa Ana, CA 92701
For the attention of: Clerk of Council
Prime Government Solutions Inc.
3429 Derry Street
Harrisburgh, PA, 17111
For the attention of: PrimeGov Finance
billing@primegov. com
24.2Any Noticegiven in accordancewith 24.1will be deemed to havebeen served:
24.2.1 if givenassetoutinclause24.1.1at 9.00amonthesecondBusinessDaysafterthe date of posting;
24.2.2 if given as set out in clause 21.2.324.1.2, at the time of sending (except that if an automatic electronic notification is received by the sender within 24 hours after sendingthee-mailinformingthesenderthatthee-mailhasnotbeendeliveredto the recipient or that the recipient is out of the office, that e- mail will be deemed not to have been served);
25 RELIANCE ON REPRESENTATIONS
25.1The Customer acknowledges that this Agreement has not been entered into wholly or partly in reliance on, nor has the Supplier given or made, any warranty, statement, promise or representation other than as expressly set out in this Agreement.
26.2Nothing in this clause 25 will exclude any liability which one party would otherwise have to the other party in respect of any statements made fraudulently. 26SET- OFF OR WITHHOLDING
All payments to be made by the Customer to the Supplier under this Agreement will ( in the absence of express written agreement from the Supplier) be made in full without any set-off, restriction or condition and without any deduction or withholding for or on account of any counterclaim or any present or future taxes, levies, duties, charges, fees, deductions or withholdings of any nature unless the Customer is required by law to make any such deduction or withholding and Customer has given prior notification to Supplier of such legal obligations on the Customer' s part.
27 ENFORCEMENT BY THIRD PARTIES
The terms and conditions of this Agreement are for the sole benefit of the parties and nothing herein will be construed as giving any rights to any person or party not a party to it. 281NVALIDITY/ SEVERABILITY
If any clause or part of this Agreement is found by any court, tribunal, administrative body or authority of competent jurisdiction to be illegal, invalid or unenforceable then that provision will, to the extent required, be severed from this Agreement and will be ineffective without, as far as is possible, modifying any other clause or part of this Agreement and this will not affect any other provisions of this Agreement which will remain in full force and effect. 29 VARIATION
This Agreement may only be varied or amended in writing and signed by the parties or their authorized representatives of each of the parties.
30 WAIVER
No failure or delay by the Supplier to exercise any right, power or remedy will operate as a waiver of it nor will any partial exercise preclude any further exercise of the same, or of some other right, power or remedy.
31 DISPUTE RESOLUTION
31.1 If a dispute arises out of or in connection with this Agreement or the performance, validity or enforceability of it (" Dispute") then, except as expressly provided in this Agreement, the parties shall follow the dispute resolution procedure set out in this clause 32.
31.2The parties will initially seek to resolve the Dispute through discussion and negotiation in good faith between the appropriate officers of the parties. If the Dispute is not resolved, through discussion and negotiation under this section, within thirty ( 30) days ( or such alternative time period as may be agreed between the Parties), the following procedure will apply:- 32GOVERNING LAW AND JURISDICTION
32.1The formation, existence, construction, performance, validity and all aspects whatsoever of this Agreementor of any term of this Agreement will be governedby the lawsof the State of California.
32.2The courtsof Orange Countywill have non-exclusivejurisdictionto settle any disputeswhich mayariseout of or inconnectionwiththis Agreement. The partiesirrevocablyagreeto submit to thatjurisdictionexceptthat eitherpartymay seek injunctivereliefin any court of competent jurisdiction.
33 MERGER AND MODIFICATION
This Agreement, including the attached documents, constitutes the entire agreement betweenthe parties. There are no understandings, agreements, or representations, oral or written, not specified within this Agreement. This Agreement may not be modified, supplemented, or amended, in any manner, except bywritten agreementsigned by both parties.
34 NONDISCRIMINATION AND COMPLIANCE WITH LAWS
Supplier agreesto complywith all applicable laws, rules, regulations, and policies, including those relatingto nondiscrimination, accessibility, and civil rights. Supplieragreesto timelyfile all required reports, make required payroll deductions, and timely pay all taxes and premiums owed, including sales and use taxes and unemployment compensation and workers' compensationpremiums. Suppliershall have and keep current at all times duringthe term of this Agreement all licenses and permits required by law. 35 INSURANCE
35.1 Suppliershall procureand maintainfor the durationof the contract, insurance against claims for security breaches, system failures, injuries - to persons, damages to software, and or damages to property ( including computer equipment) which may arise from or in connection with the performance of the work hereunder by the Supplier, its agents, representatives, or employees.
Suppliershallprocureandmaintainforthe durationofthe contractinsuranceclaims arisingout of their servicesand including, but not limitedto loss, damage, theft or other misuseof data, infringement of intellectual property, invasion of privacy and breach of data.
35.2 Commercial General Liability ( CGL): Suppliershall have CGL coverage evidencedby InsuranceServicesOffice FormCG 00 01 coveringCGLon an occurrence" basis, including products and completed operations, property damage, bodily injuryand personal & advertisinginjury with limits no less than 1,000,000 per occurrence. If a generalaggregate limit applies, either the generalaggregatelimit shall applyseparatelyto this project (ISOCG 25 03 or 25 04) or the generalaggregatelimit shall be twice the requiredoccurrencelimit 2, 000, 000).
35.3 Workers' Compensation insurance as required by the State of California, withStatutoryLimits, and Employer's Liability Insurancewith limit of no less than 1,000,000 per accident for bodily injury or disease.
36.4 Cyber Liability Insurance, with limits not less than $ 2,000,000 per occurrence or claim, $ 2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Supplier in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronicinformation, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses.
36.5 Technology Professional Liability Errors and Omissions Insurance- appropriate to Supplier' s profession and work hereunder, with limits not less than $ 2,000, 000 per occurrence. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Supplier in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of privateinformation, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses.
35.5.1 The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/ or information property" of the Customer in the care, custody, or control of the Supplier. If not coveredunder the Supplier's liability policy, such property" coverage of the Customer may be endorsed onto the Supplier' s Cyber Liability Policy as covered property as follows:
35. 5. 1. 1 If the Supplier maintains broader coverage and/ or higher limits than the minimums shown above, the Customer requires and shall be entitled to the broader coverage and/ or the higher limitsmaintained by the Supplier. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to Customer.
35.6The insurancepoliciesareto contain, or be endorsedto contain, thefollowingprovisions
36. 6. 1 Additional Insured Status- The Customer, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Supplier including materials, parts, or equipment furnished inconnection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Supplier' s insurance ( at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).
36.6.2 Primary Coverage- For any claims related to this contract, the Supplier' s insurance coverage shall be primary. Coveragefor commercialliabilityshall be at least as broad as ISO CG 20 01 04 13 as respect to the Customer, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Supplier, its officers, officials, employees, or volunteers shall be excess of the Supplier' s insurance and shall not contribute with it.
36.6.3 Notice of Cancellation- Each insurance policy required above shall state that coverage shall not be cancelled, except with notice to Customer.
35.6.4 Waiver of Subrogation- Supplier hereby grants to Customer a waiver of any rightto subrogationwhich any insurerof said Suppliermay acquire againstthe Customerby virtue of the payment of any loss under such insurance. Supplier agrees to obtain any endorsementthat may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the Customer has received a waiver of subrogation endorsement from the insurer.
36.6.5. Self -Insured Retentions- Self -insured retentions must be declared to and approvedbythe Customer. The Customermayrequire the Supplierto provide proofof ability to paylossesandrelatedinvestigations, claimadministration, anddefenseexpenseswithin the retention. The policy language shall provide,or be endorsed to provide, that the self - insured retention may be satisfied by either the named insured or Customer.
35.6.6 Acceptability of Insurers- Insuranceis to be placedwith insurersauthorized to conduct business in the state with a current A.M. Best' s rating of no less than A-:VII, unless otherwise acceptable to the Customer.
36. 6. 7 Claims Made Policies- If any of the required policies provide coverage on a claims - made basis:
35,6.7.13he Retroactive Date must be shown and must be before the date of the contract or the I# rigof contract work.
35.6.7.2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.
36. 6. 7.3. If coverage is cancelled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the contract effectivedate, the Supplier must purchase "extendedreporting" coveragefor a minimumof five (5) years after completion of contract work.
36.6.8 Verification of Coverage- Supplier shall furnish Customer with original Certificates of Insurance including all required amendatory endorsements ( or copies of theapplicablepolicylanguageeffectingcoveragerequiredbythisclause) andacopyof the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to the Customer before work begins. However, failure to obtain the required documents priorto the work beginningshallnotwaivethe Supplier's obligationto providethem.
Customer reserves the right to require complete, certified copies of all required insurance policies, includingendorsementsrequiredby these specifications, at anytime.
35.6.9 Subcontractors- Supplier shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Supplier shall ensure that Customer is an additional insured on insurance required from subcontractors.
A- 2021- 079
35. 6. 10 Special Risks or Circumstances- Customer reserves the right to modify these requirements, including limits, based on the nature of to risk, prior experience, insurer, coverage, or other special circumstances.
SIGNED BY the parties on the date stated at the beginning of this Agreement.
ATTEST:
Clerk of the Council
APPROVED AS TO FORM:
SONIA CARVALHO
City Attorney
By: X(1V.1'3- A Rq-'O
Laura A. Rossini
Chief Assistant City Attorney
CITY OF SANTA ANA
tine Ridge
City Manager
CONSULTANT
Digitally signed by Sherif Agib
Date: 2021. 05. 2712. 49: 14
O7W
Prime Government Solutions Inc.
By:SherifAgib ( Print Name)
Its rest ent
SCHEDULE 1 — Support Services SLA
The SLA describes the expected performance of the PrimeGov Service, the procedures for reporting an issue and expected turnaround time on issues reported.
A. Service Uptime Target
PrimeGov have a target uptime of > 99. 95% measured on a monthly basis. This time excludes any planned outages that have been identified to the Customer. PrimeGov must give a minimum of two business days' notice for a planned outage. Planned outages will be targeted to occur between 00: 01 on Saturdays to 23: 59 on Sunday night.
B. Reporting an Issue
1. Contact Details
At PrimeGov we build our Service with alerting to anticipate any Service disruption so that our Customer Successteam can address any technical items before they become an issue for our customers. In the case where a Customer discovers a defect or fault, or the Service is unavailable, the Customer should notify the PrimeGov Customer Successteam through one of the following channels:
Enter a ticket in the help desk system at primegov. freshdesl<.com E-mail: suDDortC@Drimegov. com
Phone: 801- 341- 1910
2. Hours of Coverage
The Support Services will be provided between Business Days 08:00 to 18.00 MT, from Monday to Friday. More specifically, the hours are as follows:
Service support 08: 00 to 18. 00 MT
Enter an issue in the help desk system This service will be available 24 hours a day — 7 days a week
Email an issue to the Customer Success team This service will be available 24 hours a day — 7 days a week
3. Customer Priority Identification
The Customer will supply their determined priority for each support item logged in accordance with the following Prioritv Code.
Priority Description
Code
P1 Critical - The problem is impacting all Users by the Service being unavailable with no work around available.
P2 High - The problem is impacting a significant number of Users and is causing a significant business impact, where there is no workaround available.
P3 Moderate - Theproblem isimpactingasmall number of Usersand iscausing a minor business impact or is causing a significant business impact, but there is a workaround available
P4 Low — NON -SERVICEAFFECTINGDEFECT —Non -urgent or cosmeticproblems, queries, causing inconvenience only.
C. Resolving an Issue
1. Steps to Resolution
a) PrimeGov Customer Success staff will analyze the issue and revert to the Customer with an assessment of the issue
b) The issuewill then result in one of the following actions:
a. The PrimeGov Customer Success staff will send a set of steps to close the issue with associated times.
b. PrimeGov Customer Success staff will ask for more clarification/ information on the issue.
c. PrimeGov Customer Successstaff may discuss the priority of the issue. c) The Customerandthe PrimeGovCustomerSuccessstaff will mutuallyagreeto closeor reprioritize an issue.
d) If a support issue is closed because it has been successfullyresolved, then PrimeGov Customer Successstaff will provide a brief description of the final solution to the Customer. e) Ifasupport issueisclosedbut it hasnot beensuccessfullyresolved, then PrimeGovCustomer Successstaff will provide a brief description of the reason for closing the issue to the Customer.
2. Target Response Time
PrimeGov will aim to provide the Customer with a response within a specific time limit based on the agreedPriorityCodeof the SupportIssue (a "TargetResponseTime"). Thefollowing Target Response Times are within the Hours of Coverage.
Priority Code Description Target Response Time
P1 Critical 30 Minutes
P2 High 1 Hour
P3 Moderate 2 Hours
P4 Low 40 Hours
3. Problem Escalation
A Support Call's Priority Codemay be escalatedby either the Customeror PrimeGov, if it is foundto bemorebusinesscriticalthan first realizedor if the stepsto resolveare proving unsatisfactory. In the event of escalation the following contacts from PrimeGov should be called:
Role Name _ Contact Details
V. P. Customer
Success
Larry Thorpe Larry. thorpe@primegov. com
Director Josh Hurni josh. hurni@primegov. com
C00 SherifAgib sherif@primegov. com
4. Minor Enhancements
Requestsbythe Customerfor minorenhancementsor changesto theServicenot relatingto a defect or error inherent in the Servicewill be considered on a caseby casebasisand will be included under this Agreement at the sole discretion of PrimeGovif in the PrimeGov software product roadmap.
S. Exclusions
a) Requestsby the Customerfor significantenhancementsor changesto the Servicenot relatingto adefectorerrorinherentintheServicewill beexcludedfromthisAgreement and will be managed separately.
b) PrimeGovisonly obligedto provide the SupportServiceswith respectto the then current versionof the Service. If PrimeGovprovidesSupportServicesfor older versions/releases, this is donewithout obligationon an "as -is" basisat PrimeGov's solediscretionand without anyservicelevelapplyingand PrimeGovmaymakethe provisionof further SupportServicesfor olderversionsof the Servicesubjectto the paymentof additional fees.
c) anyalteration, modificationormaintenanceoftheServicebytheCustomeroranythird partywhichhasnot beenauthorizedin writingbyPrimeGov;
d) anyfailurebytheCustomerto implementanyrecommendations, solutionsto faults, problemsorupdatespreviouslyadvisedordeliveredbyPrimeGovtotheCustomer; e) either Party being subject to Force Majeure;
f) the Customer's failure, inabilityor refusalto allow PrimeGov's personnelproperand uninterrupted access to the Service;
SCHEDULE2 -- PrimeGovMeeting ManagementSolution and PricingSchedule Customer Details:
City of Santa Ana
20 Civic Center Plaza M- 30
Santa Ana, CA 92701
Customer Contact:
Daisy Gomez
Clerk of the Council
714. 647. 5235
dgomez2_s2nta-ana_-_org Date:
PrimeGov
Contact: Josh
Hurni Sales
Director 718.
208, 0144 Joshua.
Hurni rimt& ov. corn06/
15/ 2021Our
legislativemanagementsoftware has beendesignedto facilitateevery step of thelegislativeprocess, from committee appointmentsto agendamanagement, virtual councilmeetings, minutes annotation, and live and archivedvideo streaming. We prideourselveson ensuringa seamlesscloud - basedproductthat allowsyou to switchbetweentasks quicklyand effortlesslyin a singleinterface. White
PrimeGovis a smallercompany, our teamis themostexperiencedin theindustry. Our leadershipfounded and ran market -leading legislativemanagementsolutions for overa decade, and we cametogetherto addressthe frustration voiced by cityandcountyclerks, regardingthe lackof innovationand supportthey receivedfrom their existing products. At
PrimeGov, we arecommittedto beingthe numberone providerin thelegislativemanagementspace for localgovernment, and to do thatwe committo: Exclusively
focus on municipalclerks and theirtechnologyneeds. Customer support that proactivelyensure our clientsare successful. This startswith beingavailableand responsiveto ourcustomers, but it alsomeanswe are accountablefor results. Provide comprehensiveand seamlesscloud - basedsoftware. We wantto automateyour entirelegislative process without clunky handoffsbetweendifferent softwareapplicationsand interfaces.
We alsoensurebusinesscontinuityby allowingour customersto runtheirentirelegislative processes from any locationand device. The
worldis changingfaster than ever, and uncertaintyabout our futureis at anall- timehigh. As a result, local government operations must transform, including changingthe waypublic/legislativemeetings are held. Our solutionis 100% cloud -based, includinglive meetingmanagementtools usableon anydevicefrom any locationto enablevirtual meetings. The
entirePrimeGovteam is excitedto guideyou througha seamlesstransition from your existinglegislativemanagement tools and processesinto our cloud -basedplatform. We lookforwardto beingyour long-termpartnerand supportingyour everyneed throughoutthe process. Most
Sincerely, Josh
Hurni Sales
Director, PrimeGov
Pricing
The PrimeGovLegislativeManagementplatform is a single hostedsolutionthat we can partition into separate moduleswhen clients are lookingto start with specific functionsonly. Our solutionis 100% cloud - based, includinglivemeetingmanagementtoolsusableonanydevicefromanylocationtoenablevirtual meetingsShouldyoudecidedtoaddservicesinthefutureyouneverhavetoworryaboutintegrationor data migrationissues becauseall modulessharethe same database. The pricing is basedon population and there are no limits to the number of users, committees, or amount of data uploaded to the solution.
The following PrimeGov modules are available:
Agenda Management
Minutes & Live Meeting Management
Electronic Voting
Video streaming
Boards and Commissions
Community Engagement
Agenda Management 15, 000
Minutes & Live Meeting Management 10, 000
Electronic Voting 6, 000
Video Streaming 15, 000
Committee Management 10, 000
Community Engagement 3, 000
Total Annual Cost 59, 000
Bundle Discount 9, 000
Year 1 Annual Cost 50, 000
Year 2 Annual Cost 50, 000
Year 3 Annual Cost 50, 000
Year 4 Annual Cost 51, 500
Year 5 Annual Cost 53, 045
Total 5 Year Cost Not To Exceed $ 254, 545
Upon Renewal 53, 045 (+ 3% annual increase)